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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K



                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



         Date of report (Date of earliest event reported): May 29, 1998
                                                          ----------------


                                    TRW Inc.
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             (Exact name of registrant as specified in its charter)




           Ohio                       1-2384                  34-0575430
    -----------------         ----------------------      ----------------------
    (State or other           (Commission File Number)    (I.R.S. Employer
      jurisdiction of                                     Identification Number)
     incorporation)



                    1900 Richmond Road, Cleveland, Ohio                44124
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                  (Address of principal executive offices)           (Zip Code)



               Registrant's telephone number, including area code:
                                 (216) 291-7000



                                       N/A
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)


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Item 5.  Other Events.


         From time to time, TRW and its representatives make statements that are
forward-looking. All forward-looking statements involve risks and uncertainties.
TRW is filing this Form 8-K to provide readers with cautionary statements
identifying, for purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, important factors that could cause
TRW's actual results to differ materially from those contained in any
forward-looking statements made by, or on behalf of, the Company. These factors
include, but are not limited to, the following matters.

         TRW's consolidated results could be affected by: the continued
development of and demand for new products; the ability to continue technical
innovation; availability of funding for research and development; the ability to
successfully identify and integrate acquisitions; pricing pressures from
customers; pricing pressures resulting from the European Economic Union's
conversion to a single currency; the introduction of competing products or
technology by competitors; the ability to meet performance and delivery 
requirements on systems for customers; the economic, regulatory, and political
instability of certain emerging countries; the effects of changes in laws and
regulations as they relate to TRW's businesses; foreign exchange rates; the
cost and availability of funds; interest rate risk; the impact of legal
proceedings; and the ability to attract and retain skilled employees with
high-level technical competencies.

         TRW's automotive business also could be affected by: changes in
consumer debt levels and interest rates; the cyclical nature of the automotive
industry; moderation or decline in the automobile build rate; successful new
product launches; successful implementation of the Company's Project ELITE
(Earning Leadership in Tomorrow's Environment) and the ability to achieve cost
reductions; work stoppages; customer warranty claims; changes to the regulatory
environment regarding automotive safety; and TRW's ability to increase the
application rates of its products per vehicle.

         TRW's space, defense and information systems business also could be
affected by: the level of defense funding by the government; the Company's
ability to receive contract awards; the ability to develop and market products
and services for customers outside of the traditional space and defense markets;
and the Company's ability to successfully integrate BDM International with
TRW's existing business.


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         Readers should understand that it is not possible to predict or
identify all factors that could cause TRW's actual results to differ materially
from those contained in any forward-looking statements made by, or on behalf of,
the Company. Consequently, readers should not consider the factors listed above
to be a complete statement of all potential risks and uncertainties.

         Readers are cautioned that any forward-looking statement reflects only
the beliefs of TRW or its management at the time the statement is made. TRW
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement was made.








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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                         TRW INC.


Date:    May 29, 1998                     By:    /s/ William B. Lawrence
                                             -----------------------------
                                                 William B. Lawrence
                                                 Executive Vice President, 
                                                 General Counsel and Secretary